Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) Business Days prior to the anticipated Spinco Distribution Date, Remainco shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s good faith estimates of the amounts of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Spinco Indebtedness (“Estimated Spinco Indebtedness”), (iii) the Spinco Expense Reimbursement (“Estimated Spinco Expense Reimbursement”), (iv) the Spinco Special Cash Payment, (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure Amount”), (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable).
Estimated Statement. No later than five (5) Business Days prior to the anticipated Initial Closing Date, Seller shall deliver to ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”); provided, however, that with respect to the foregoing clauses (i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of the Business to be transferred at the Initial Closing, on the other hand. Following delivery of the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly make financial records of Seller and its Affiliates to the extent reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Statement available to ABG Purchaser and its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the calculations set forth in the Estimated Statement and, to the extent Seller agre...
Estimated Statement. Not fewer than ten days prior to the Closing Date, Parent shall prepare and deliver to the Purchaser a statement with reasonable supporting detail (the “Estimated Statement of Closing Net Working Capital”) setting forth Parent’s good faith estimate of Net Working Capital of the Companies as of the Closing Date (the “Estimated Closing Net Working Capital”), giving effect to the Medifax Contribution and the transactions contemplated by this Agreement to occur prior to the Closing (but not taking into account the Financing and payment of the Minimum Cash Balance as provided in Section 2.15(b)), including the actions described in Section 2.10 and to the extent any Indebtedness of the Companies that exists prior to the Closing would remain outstanding following the Closing, other than the Medifax Note, such Indebtedness shall be reflected on the Estimated Statement of Closing Net Working Capital.
Estimated Statement. The parties hereto have contemplated that the Company will have Working Capital as of the Closing (the “Closing Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 1.7, of at least $0.00 (the “Working Capital Target”). At least five Business Days prior to the Closing, the Company will deliver to Parent a written statement (the “Estimated Statement”) setting forth the Company’s good faith estimate of the amount of the Closing Working Capital (the “Estimated Working Capital”), together with such schedules and data as may reasonably be appropriate to support such Estimated Statement. The “Working Capital Adjustment” means the amount, if any, by which Estimated Working Capital is less than the Working Capital Target. Schedule 1.7 contains a template for the calculations of the Closing Working Capital.
Estimated Statement. PFG shall prepare and deliver (no later than five Business Days prior to the Closing Date) to Buyer a pro forma statement (the "Estimated Statement") reflecting PFG's good faith estimate of the capital and surplus (excluding AVR and IMR) of the PennLife Companies and the ConLife Companies as of the Closing Date assuming that the transactions contemplated hereby (including the Closing Transactions and the Pre-Closing Restructuring Transactions) occurred on and as of such date. The Estimated Statement shall be prepared in accordance with SAP using the assumptions and methodologies used in the preparation of the 1998 SAP Financial Statements. The Estimated Statement will also include an estimate for each Company of its respective tax liabilities under the tax allocation agreements listed on Exhibit G hereto.
Estimated Statement. If all information required for statement purposes for any month is not available in time for RILG to prepare the statement required under Section 3.2(a), RILG shall prepare a good faith estimated statement and pay RIRRC based upon such estimated statement of the Royalty Payment. RILG shall, as soon as practicable thereafter, submit the actual statement required under Section 3.2(a). Any overpayment by RILG pursuant to such estimated statement shall be credited, without interest, against RILG’s payment obligations for the next month, and any underpayment shall be included, without interest, with the actual statement.
Estimated Statement. No fewer than three (3) Business Days prior to the Closing Date, the Companies shall prepare, or cause to be prepared, and delivered to Purchaser an estimate of (i) the Closing Working Capital in accordance with the principles set forth on Schedule 2.3(a) (the “Estimated Closing Working Capital”), and (ii) the Closing Cash (the “Estimated Closing Cash”). If the Estimated Closing Working Capital is less than the bottom of the Target Working Capital Range, the Purchase Price payable at the Closing will be reduced by the amount of such shortfall, subject to further adjustment after the Closing as provided in this Section 2.3. If the Estimated Closing Working Capital is greater than the top of the Target Working Capital Range, the Purchase Price payable at the Closing will be increased by the amount of such excess, subject to further adjustment after the Closing as provided in this Section 2.3. If the Estimated Closing Working Capital is within the Target Working Capital Range, the Purchase Price payable at the Closing will not be adjusted pursuant to this Section 2.3(a), but will be subject to adjustment after the Closing as otherwise provided in this Section 2.3.
Estimated Statement. No later than five (5) Business Days prior to the Closing, Seller shall deliver to Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) Cash as of the Measurement Time (but giving effect to any subsequent cash dividends or distributions to Seller or its Subsidiaries (other than the Company Group), in each case after the Measurement Time but prior to the Closing), (ii) Funded Debt as of the Measurement Time (but giving effect to any subsequent incurrence of Funded Debt after the Measurement Time but prior to the Closing), (iii) Working Capital as of the Measurement Time and (iv) Unpaid Company Transaction Expenses incurred but not paid at or prior to the Closing, together with a calculation of the Closing Date Purchase Price (the “Estimated Statement”).
Estimated Statement. No later than three (3) Business Days prior to the Closing, the Company shall deliver to Parent a statement (the “Estimated Statement”) setting forth the Company’s good faith estimate of each of (i) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (ii) the amount of Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), (iii) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iv) the amount of Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), (v) the Pre-Closing Distributable Earnings (the “Estimated Pre-Closing Distributable Earnings”), (vi) the Estimated Purchase Price, (vii) the Closing Cash Consideration and (viii) the Closing Parent Stock Consideration. Parent shall have the right to review and comment on such Estimated Statement and the Company shall consider in good faith all such comments.
Estimated Statement. No later than three (3) Business Days prior to the Closing Date, Seller shall deliver (or cause to be delivered) to Purchaser a statement (the “Estimated Statement”) setting forth Seller’s good faith estimate of (i) Net Working Capital (the “Preliminary Closing Date Net Working Capital”); and (ii) the Net Indebtedness (but excluding from such calculation any Indebtedness incurred by or at the direction of Purchaser in connection with the transactions contemplated by this Agreement) (the “Preliminary Closing Date Net Indebtedness”). The Estimated Statement shall be prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements, subject to the specific exceptions set out in the specific accounting principles set forth in Exhibit B which take precedence (the “Accounting Principles”), and in a manner consistent with the example working capital statement calculation attached hereto as Exhibit B. The Closing Payment payable to Seller at Closing pursuant to Section 2.2 shall be (i) increased dollar-for-dollar by the amount by which the Preliminary Closing Date Net Working Capital is greater than the Target Working Capital, if applicable; (ii) decreased dollar-for-dollar by the amount by which the Preliminary Closing Date Net Working Capital is less than the Target Working Capital, if applicable; (iii) decreased dollar-for-dollar by the amount of the Preliminary Closing Date Net Indebtedness (if a positive number); and (iv) increased dollar-for-dollar by the amount of the Preliminary Closing Date Net Indebtedness (if a negative number).
